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EXHIBIT 10.35
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), made and
entered into as of ____________, 199__, by and among Capstar Broadcasting
Corporation, a Delaware corporation (hereinafter, together with its successors,
referred to as "Capstar"), Central Star Communications, Inc., a Delaware
corporation and indirect subsidiary of Capstar (hereinafter, together with its
successors, referred to as the "Company"), and ▇▇▇▇ ▇. ▇▇▇▇▇ (hereinafter
referred to as the "Executive").
WHEREAS, the Board of Directors of the Company (the "Board") has
determined that it is in the best interests of the Company and its sole
stockholder to employ the Executive on the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Definitions.
(a) "Accrued Obligations" means the sum of (i) the
Executive's Annual Base Salary (as hereinafter defined) and bonus earned or
accrued through the Date of Termination (as hereinafter defined) to the extent
not theretofore paid, (ii) reimbursement for any and all monies advanced by
Executive in connection with the Executive's employment for reasonable and
necessary expenses incurred by the Executive through the Date of Termination,
and (iii) any unpaid accrued vacation pay determined as of the Date of
Termination.
(b) "Board Determination" means a determination by the
Board (which is evidenced by one or more written resolutions to such effect)
(i) to terminate the Executive's employment during the Employment Period based
upon the Board's dissatisfaction with the manner in which the Executive has
performed her obligations and duties under Section 3 and (ii) that Cause does
not exist as a basis for such termination.
(c) "without Cause" means a termination by the Company of
the Executive's employment during the Employment Period pursuant to a Board
Determination or for any other reason other than a termination based upon
Cause, death or Disability.
(d) "Cause" means (i) a breach by the Executive of the
Executive's obligations under Section 3 (other than as a result of physical or
mental incapacity) which constitutes a continued material nonperformance by the
Executive of her obligations and duties thereunder, as determined by the Board,
and which is not cured within 30 days after receipt of written notice from the
Company specifying such breach, (ii) commission by the Executive of an act of
fraud upon the Company, as reasonably determined by a majority of the Board
after a hearing by the Board
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following ten days' notice to the Executive of such hearing, (iii) willful
misconduct involving an attempt to obtain personal gain, profit or enrichment
at the expense of the Company or from any transaction in which the Executive
has an interest which is adverse to the interest of the Company, unless the
Executive shall have obtained the prior written consent of the Board, (iv) the
use by the Executive of any illegal drugs, (v) a material breach by the
Executive of Section 7 or Section 9, (vi) the conviction of the Executive of
any felony (or a plea of nolo contendere thereto), or (vii) the failure of the
Executive to carry out, or comply with, in any material respect any directive
of the Board consistent with the terms of this Agreement, which is not cured
within 30 days after receipt of written notice from the Company specifying such
failure. The Company may suspend the Executive's title and authority pending
the hearing provided for in clause (ii) above, and such suspension shall not
constitute "Good Reason," as defined below.
(e) "Date of Termination" means (i) if the Executive's
employment is terminated by the Company for Cause or without Cause (including
because of Disability), or by the Executive for Good Reason or without Good
Reason, the date of receipt of the Notice of Termination or any later date
specified therein, as the case may be, and (ii) if the Executive's employment
is terminated by reason of death, the date of death of the Executive.
(f) "Disability" means the Executive's inability to
perform her duties and obligations hereunder for a period of 180 consecutive
days due to mental or physical incapacity as determined by a physician selected
by the Company or its insurers and reasonably acceptable to the Executive.
(g) "Good Reason" means (i) without the Executive's
written consent, any reduction, approved by the Board, in the amount of the
Executive's annual salary, (ii) any significant reduction, approved by the
Board without the Executive's written consent, in the aggregate value of the
Executive's benefits under Section 4 hereof (other than annual salary) as in
effect from time to time (unless such reduction is pursuant to a general change
in benefits applicable to all similarly situated employees of the Company),
(iii) any material breach by the Company of this Agreement (other than a breach
caused solely by the Executive), (iv) any significant reduction, approved by
the Board without the Executive's written consent, in the Executive's title,
duties or responsibilities. Notwithstanding the above, the occurrence of any
of the events described above will not constitute Good Reason unless the
Executive gives the Company written notice that such event constitutes Good
Reason, and the Company thereafter fails to cure the event within 30 days after
receipt of such notice or (v) without the Executive's written consent, any
change in the location of the Company's headquarters from the Cedar Rapids,
Iowa area.
(h) "Person" means any "person," within the meaning of
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 or the rules or
regulations promulgated thereunder, including a "group" as therein defined.
(i) "Subsidiary" means, with respect to any Person, any
other Person of which such first Person owns or has the power to vote, directly
or indirectly, securities representing a majority of the votes ordinarily
entitled to be cast for the election of directors or other governing Persons.
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2. Term of Employment. Subject to the terms and provisions of
this Agreement, the Company hereby agrees to employ the Executive, and the
Executive hereby agrees to be employed by the Company, in accordance with the
terms and provisions of this Agreement, for the period commencing on the
closing date of the acquisition by Capstar Acquisition Company, Inc. of all the
outstanding stock of ▇▇▇▇▇ Broadcasting Company (the "Effective Date") and
ending on the fifth anniversary of the Effective Date (the "Employment
Period").
3. Position and Duties.
(a) During the term of the Executive's employment, the
Executive shall serve as President and Chief Executive Officer of the Company
and, in so doing, shall report to the President and Chief Executive Officer of
Capstar and the Board. Subject to and in accordance with the authority and
direction of the Board, the Executive shall have supervision and control over,
and responsibility for, such management and operational functions of the
Company currently assigned to such position, and shall have such other powers
and duties (including holding officer positions with one or more subsidiaries
of the Company) as may from time to time be prescribed by the Board, so long as
such powers and duties are reasonable and customary for the President and Chief
Executive Officer of an enterprise comparable to the Company.
(b) During the term of the Executive's employment, and
excluding any periods of vacation and sick leave to which the Executive is
entitled, the Executive agrees to devote full business time to the business and
affairs of the Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully, effectively and efficiently such
responsibilities. During the term of Executive's employment it shall not be a
violation of this Agreement for the Executive to (i) serve on corporate, civic
or charitable boards or committees, (ii) deliver lectures or fulfill speaking
engagements and (iii) manage personal investments, so long as such activities
do not significantly interfere with the performance of the Executive's
responsibilities as an employee of the Company in accordance with this
Agreement.
(c) During the term of the Executive's employment, the
Executive shall serve as a member of the Board.
4. Compensation. During the Employment Period, the Executive
shall be compensated as follows:
(a) During the period of the Executive's employment from
the Effective Date until the first anniversary thereof, the Executive shall
receive an annual base salary ("Annual Base Salary"), which shall be paid in
accordance with the customary payroll practices of the Company, in an amount
equal to $200,000. The Board in its discretion may at any time increase the
amount of the Annual Base Salary to such greater amount as it may determine
appropriate. However, the Company agrees that, at a minimum, the Annual Base
Salary will be increased annually by an amount equal to the percentage
increase, if any, in the Consumer Price Index (as published by the United
States Department of Labor with respect to the Cedar Rapids, Iowa metropolitan
area or, if the Consumer Price Index is not published for such area, then the
Consumer Price Index for the metropolitan area in nearest proximity to Cedar
Rapids, Iowa) during the preceding calendar year.
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The term Annual Base Salary as utilized in this Agreement shall refer to Annual
Base Salary as such may be so increased.
(b) In addition to Annual Base Salary, the Executive
shall be awarded during the term of the Executive's employment an annual
performance bonus in such amount, if any, (which amount shall in no event
exceed the amount of the Annual Base Salary) as shall be determined appropriate
by the Board pursuant to the applicable annual performance bonus plan as
adopted by the Board based upon the recommendation of the President and Chief
Executive Officer of Capstar. Notwithstanding the immediately preceding
sentence, if the revenues and net income for a fiscal year of the Company equal
or exceed the targets for such revenues and net income as set forth in the
budget, as evidenced by the audited income statement of the Company for such
fiscal year, then, the Executive shall be awarded an annual bonus in the amount
of at least $50,000 with respect to such fiscal year which shall be paid in
accordance with the Company's customary payroll practices.
(c) During the term of the Executive's employment, the
Executive shall be eligible to participate in the Capstar Broadcasting
Corporation 1997 Stock Option Plan, as amended.
(d) During the term of the Executive's employment, the
Executive shall be entitled to participate in all incentive, savings and
retirement plans, practices, policies and programs applicable generally to
other executives of the Company ("Investment Plans"), which plan shall be
substantially similar to the plans available to executives of the regional
operating subsidiaries of Capstar.
(e) During the term of the Executive's employment, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit
plans, practices, policies and programs ("Welfare Plans") provided by the
Company (including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life, group life, accidental death and
travel accident insurance plans and programs) to the extent applicable
generally to other executives of the Company, which plan shall be substantially
similar to the plans available to executives of the regional operating
subsidiaries of Capstar.
(f) During the term of the Executive's employment, the
Executive shall be entitled to receive (in addition to the benefits described
above) such perquisites and fringe benefits appertaining to her position in
accordance with any practice established by the Board, but in no event less
than perquisites and fringe benefits provided to similarly situated executive
officers.
(g) During the term of the Executive's employment, the
Executive shall be entitled to receive prompt reimbursement for all reasonable
employment expenses incurred by the Executive in accordance with the policies,
practices and procedures of the Company.
(h) During the term of the Executive's employment, the
Executive shall be entitled to paid vacation and paid holidays in accordance
with the plans, policies, programs and practices of the Company for its
executive officers.
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5. Termination.
(a) Any termination by the Company for Cause or without
Cause, or by the Executive for Good Reason or without Good Reason, shall be
communicated by means of notice which in the case of termination for Cause or
Good Reason, specifies in reasonable detail the grounds therefor (the "Notice
of Termination") to the other party hereto which specifies the effective date
of the termination (which date shall not be more than 15 days after the giving
of such notice). The failure by the Executive or the Company to set forth in a
notice of termination any fact or circumstance which contributes to a showing
of Good Reason or Cause shall not waive any right of the Executive or the
Company hereunder or preclude the Executive or the Company from asserting such
fact or circumstances in enforcing the Executive's or the Company's rights
hereunder.
(b) If the Executive's employment is terminated by the
Company other than for either Cause or Disability or the Executive shall
terminate her employment for Good Reason, and the termination of the
Executive's employment in any case is not due to her death or retirement, as
her exclusive right and remedy in respect of such termination:
(i) the Company shall pay to the Executive (A)
within ten days after the Date of Termination, a lump sum cash payment equal to
the Accrued Obligations other than any severance payments or benefits under any
Company severance policy generally applicable to the Company's salaried
employees, (B) any amount arising from Executive's participation in, or
benefits under, any Investment Plans ("Accrued Investments"), which amounts
shall be payable in accordance with the terms and conditions of such Investment
Plans, and (C) in regular installments in accordance with the customary payroll
practices of the Company, the Executive's then current Annual Base Salary for
the one-year period commencing from the Date of Termination (the "Severance
Period").
(ii) The Executive shall continue to be covered at
the expense of the Company by the same or equivalent medical, dental, and life
insurance coverages as in effect for the Executive immediately prior to the
Date of Termination, until the earlier of (A) the expiration of the Severance
Period or (B) the date the Executive has commenced new employment and has
thereby become eligible for comparable medical benefits.
(iii) Notwithstanding the terms or conditions of
any stock option, stock appreciation right or similar agreements between the
Company and the Executive, the Executive shall vest, as of the Date of
Termination, in all rights under such agreements (i.e., stock options that
would otherwise vest after the Date of Termination) and thereafter shall be
permitted to exercise any and all such rights until the earlier to occur of (x)
the expiration of such stock option, stock appreciation right or similar
agreement pursuant to its terms or (y) 5:00 p.m., Dallas, Texas time, on the
90th day after the Date of Termination; provided, however, the provisions of
this clause (iii) of this Section 5(b) shall not apply to a termination of the
Executive's employment during the Employment Period that is made by the Company
pursuant to a Board Determination.
(c) If the Executive's employment is terminated by reason
of the Executive's death during the Employment Period, the Company shall pay to
her legal representatives (i) within ten days after the Date of Termination, a
lump sum cash payment equal to the Accrued Obligations, and (ii)
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the Accrued Investments, which amounts shall be payable in accordance with the
terms and conditions of such Investment Plans. In addition, except as
otherwise provided in Section 5(g), the members of the Executive's family shall
be entitled to continue their participation in the Company's Welfare Plans at
the expense of the Company and otherwise on the same terms as prior to the
Executive's termination for a period of 12 months after the Date of
Termination. Further, notwithstanding the terms or conditions of any stock
option, stock appreciation right or similar agreements between the Company and
the Executive, the Executive shall vest, as of the Date of Termination, in all
rights under such agreements (i.e., stock options that would otherwise vest
after the Date of Termination) and thereafter her legal representatives shall
be permitted to exercise any and all such rights until the earlier to occur of
(x) the expiration of such stock option, stock appreciation right or similar
agreement pursuant to its terms or (y) the first anniversary of the Date of
Termination.
(d) If the Executive's employment is terminated by reason
of the Executive's Disability (or retirement pursuant to the Company's
Board-approved retirement plan, "Retirement") during the Employment Period, the
Company shall pay to the Executive (i) within ten days after the Date of
Termination, a lump sum cash payment equal to the Accrued Obligations and (ii)
the Accrued Investments, which amounts shall be payable in accordance with the
terms and conditions of such Investment Plans. In addition, except as
otherwise provided in Section 5(g), the Executive (and members of his family)
shall be entitled to continue their participation in the Company's Welfare
Plans at the expense of the Company and otherwise on the same terms as prior to
the Executive's termination for a period of 12 months after the Date of
Termination. Further, notwithstanding the terms or conditions of any stock
option, stock appreciation right or similar agreements between the Company and
the Executive, the Executive shall vest, as of the Date of Termination, in all
rights under such agreements (i.e., stock options that would otherwise vest
after the Date of Termination) and thereafter shall be permitted to exercise
any and all such rights until the earlier to occur of (x) the expiration of
such stock option, stock appreciation right or similar agreement pursuant to
its terms or (y) the first anniversary of the Date of Termination.
(e) If the Executive's employment is terminated by the
Company for Cause or by the Executive without Good Reason (other than because
of death, Disability or Retirement) during the Employment Period, the Company
shall pay to the Executive (i) within ten days after the Date of Termination, a
lump sum cash payment equal to the Accrued Obligations and (ii) the Accrued
Investments, which amounts shall be payable in accordance with the terms and
conditions of such Investment Plan.
(f) Upon the termination of the Executive's employment,
the Company shall have no further obligations to the Executive or her legal
representatives under this Agreement except to the extent provided for in this
Section 5, and the Executive shall have no further obligations to the Company
under this Agreement except to the extent provided for in Sections 7, 8 and 9.
(g) If pursuant to the terms and provisions of the
Company's Welfare Plans the Executive (or members of her family) are not
eligible to participate in the Company's Welfare Plans because the Executive is
no longer an employee of the Company, then the Company may fulfill its
obligations under clause (iii) of Section 5(b), Section 5(c), as applicable, by
either providing to the Executive (or her legal representatives), or
reimbursing the Executive (or her legal representatives)
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for the costs of, benefits substantially similar to the benefits provided by
the Company to its senior management under its Welfare Plans as such may from
time to time exist after the Date of Termination. Nothing in this Section 5(g)
shall limit the Executive's and her family's rights and benefits under the
Consolidated Omnibus Budget Reconciliation Act of 1985.
6. Full Settlement, Mitigation. In no event shall the Executive
be obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Executive under any of the provisions
of this Agreement and such amounts shall not be reduced (except as provided in
Section 5(c)(ii)) whether or not the Executive obtains other employment.
Neither the Executive nor the Company shall be liable to the other party for
any damages in addition to the amounts payable under Section 5 arising out of
the termination of the Executive's employment prior to the end of the
Employment Period; provided, however, that the Company shall be entitled to
seek damages for any breach of Sections 7, 8 or 9 or criminal misconduct.
7. Confidential Information.
(a) The Executive acknowledges that the Company and its
affiliates have trade, business and financial secrets and other confidential
and proprietary information (collectively, the "Confidential Information").
Confidential Information shall not include (i) information that is or becomes
generally available to other persons or entities who can obtain economic value
from its disclosure or use, (ii) information that was available in writing to
the Executive on a non-confidential basis prior to its disclosure to the
Executive, (iii) information that becomes available to the Executive on a
non-confidential basis from another source, which is not known by the Executive
to be subject to a confidentiality agreement with the Company, and (iv)
information required to be disclosed by the Executive pursuant to a subpoena or
court order, or pursuant to a requirement of a governmental agency or law of
the United States of America or a state thereof or any governmental or
political subdivision thereof; provided, however, that the Executive shall take
all reasonable steps to prohibit disclosure pursuant to subsection (iv) above.
(b) During and following the Executive's employment by
the Company, the Executive shall hold in confidence and not directly or
indirectly disclose or use or copy or make lists of any confidential
information or proprietary data of the Company or its subsidiaries except to
the extent authorized in writing by the Board or required by any court or
administrative agency, other than to an employee of the Company or its
subsidiaries or a Person to whom disclosure is reasonably necessary or
appropriate in connection with the performance by the Executive of duties as an
executive of the Company.
(c) The Executive further agrees not to use any
Confidential Information for the benefit of any person or entity other than the
Company.
8. Surrender of Materials Upon Termination. All records, files,
documents and materials, or copies thereof, relating to the Company's and its
subsidiaries' respective business which the Executive shall prepare, or use, or
come into contact with, shall be and remain the sole property of the Company or
its subsidiaries, as the case may be, and shall be promptly returned by the
Executive to the owner upon termination of the Executive's employment with the
Company.
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9. Non-Competition.
(a) The term of Non-Competition (herein so called) shall
be for a term beginning on the date hereof and continuing until the first
anniversary of the Date of Termination; provided, however, that if the
Executive's employment is terminated by the Company other than for Cause or by
the Executive for Good Reason the term of Non-Competition shall expire upon the
earlier of the first anniversary of the Date of Termination or the date that
the Executive waives her entitlement to any further payments under Section
5(c)(1)(C) hereunder.
(b) During the term of Non-Competition, the Executive
will not (other than for the benefit of the Company pursuant to this Agreement)
directly or indirectly, individually or as an officer, director, employee,
shareholder, equity owner, consultant, contractor, partner, joint venturer,
agent, equity owner or in any capacity whatsoever, (i) engage in the operation
of any AM or FM radio station within 50 miles of any transmission site on which
Capstar or any of its direct or indirect subsidiaries operates a radio station
at the Date of Termination (a "Competing Business"), (ii) hire, attempt to
hire, contact or solicit with respect to hiring any employee of Capstar or any
of its direct or indirect subsidiaries, or (iii) divert or take away any
customers or suppliers of Capstar or any of its direct or indirect
subsidiaries. Notwithstanding the foregoing, the Company agrees that the
Executive may own less than five percent of the outstanding voting securities
of any publicly traded company that is a Competing Business so long as the
Executive does not otherwise participate in such competing business in any way
prohibited by the preceding clause.
(c) During the term of Non-Competition, the Executive
will not use the Executive's access to, knowledge of, or application of
Confidential Information to perform any duty for any Competing Business; it
being understood and agreed to that this Section 9(c) shall be in addition to
and not be construed as a limitation upon the covenants in Section 9(b) hereof.
(d) The Executive acknowledges that the geographic
boundaries, scope of prohibited activities, and time duration of the preceding
paragraphs are reasonable in nature and are no broader than are necessary to
maintain the confidentiality and the goodwill of the Company's and its
subsidiaries proprietary information, plans and services and to protect the
other legitimate business interests of the Company and its subsidiaries.
(e) If any court determines that any portion of this
Section 9 is invalid or unenforceable, the remainder of this Section 9 shall
not thereby be affected and shall be given full effect without regard to the
invalid provisions. If any court construes any of the provisions of this
Section 9, or any part thereof, to be unreasonable because of the duration or
scope of such provision, such court shall have the power to reduce the duration
or scope of such provision and to enforce such provision as so reduced.
10. Successors. The Company may assign its rights under this
Agreement to any successor to all or substantially all the assets of the
Company, by merger or otherwise, and may assign or encumber this Agreement and
its rights hereunder as security for indebtedness of the Company and its
respective subsidiaries. The rights of Executive under this Agreement may not
be assigned or encumbered by the Executive, voluntarily or involuntarily,
during her lifetime, and any such purported assignment shall be void. However,
all rights of the Executive under this Agreement
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shall inure to the benefit of and be enforceable by the Executive's personal or
legal representatives, estates, executors, administrators, heirs and
beneficiaries. All amounts payable to the Executive hereunder shall be paid,
in the event of the Executive's death, to the Executive's estate, heirs and
representatives.
11. Enforcement. The provisions of this Agreement shall be
regarded as divisible, and if any of said provisions or any part thereof are
declared invalid or unenforceable by a court of competent jurisdiction, the
validity and enforceability of the remainder of such provisions or parts hereof
and the applicability thereof shall not be affected thereby.
12. Amendment. This Agreement may not be amended or modified at
any time except by a written instrument approved by the Board and executed by
the Company and the Executive.
13. Withholding. The Company shall be entitled to withhold from
amounts to be paid to the Executive hereunder any federal, state, local, or
foreign withholding or other taxes or charges which it is from time to time
required to withhold. The Company shall be entitled to rely on an opinion of
counsel if any question as to the amount or requirement of any such withholding
shall arise.
14. Effect of Agreement on Other Benefits. The existence of this
Agreement shall not prohibit or restrict the Executive's entitlement to full
participation in the executive compensation, employee benefit and other plans
or programs in which executives of the Company are eligible to participate.
15. Governing Law. This Agreement and the rights and obligations
hereunder shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to principles of conflicts of law of Delaware
or any other jurisdiction. Any dispute arising out of this Agreement (other
than any disputes relating to Sections 7 and 9 hereof) shall be determined by
arbitration in New York, New York under the rules of the American Arbitration
Association then in effect and judgment upon any award pursuant to such
arbitration may be enforced in any court having jurisdiction thereof. Disputes
relating to Sections 7 and 9 shall be determined by any court of competent
jurisdiction separately and independently of any arbitration proceeding
(whether pending or concluded) with respect to any other provision of this
Agreement. No judicial proceeding relating to Sections 7 and 9 shall be stayed
or delayed by reason of any arbitration proceeding.
16. Miscellaneous.
(a) The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. Whenever the terms
"hereof", "hereby", "herein", or words of similar import are used in this
Agreement they shall be construed as referring to this Agreement in its
entirety rather than to a particular section or provision, unless the context
specifically indicates to the contrary. Any reference to a particular
"Section" or "paragraph" shall be construed as referring to the indicated
section or paragraph of this Agreement unless the context indicates to the
contrary. The use of the term "including" herein shall be construed as meaning
"including without limitation." This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.
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(b) All notices and other communications hereunder shall
be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive: ▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Company Capstar Broadcasting Corporation.
or Capstar: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
17. Injunctive Relief. The parties hereto acknowledge and agree
that the Company would be irreparably injured if the provisions of Section 7
and Section 9 of this Agreement are not specifically enforced. Therefore,
notwithstanding and in addition to any rights and remedies available hereunder,
or under applicable law, the Company shall have the right to injunctive or such
other equitable relief as may be necessary to specifically enforce the
Executive's performance under such provisions. The Executive agrees to waive
the defense in suit that the Company has an adequate remedy at law and to
interpose no opposition, legal or otherwise, as to the propriety of injunctive
relief as a remedy. Notwithstanding anything contained in this Section 17, the
Company
▇-▇▇
▇▇
▇▇▇▇▇ ▇▇ entitled to pursue all available remedies to recover any damages to
which the Company may be entitled.
18. No Waiver. No waiver by either party at any time of any
breach by the other party of, or compliance with, any condition or provision of
this Agreement to be performed by the other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at any time.
19. Headings. The headings herein contained are for reference
only and shall not affect the meaning or interpretation of any provision of
this Agreement.
20. Complete Agreement. The provisions of this Agreement
constitute the complete understanding and agreement between the parties with
respect to the subject matter hereof. This Agreement may be executed in two or
more counterparts.
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12
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.
EXECUTIVE
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▇▇▇▇ ▇. ▇▇▇▇▇
CENTRAL STAR COMMUNICATIONS, INC.
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By:
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Title:
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Capstar Broadcasting Corporation hereby
joins in the execution and delivery of
this Agreement solely for the purposes
of Section 4(c), clause (iii) of Section
5(b) and Sections 5(c) and 5(d).
CAPSTAR BROADCASTING CORPORATION
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By:
----------------------------------------
Title:
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S-1